Terms & Conditions

General Terms and Conditions Deepfield Connect

 

These General Terms and Conditions ("GTC") apply to the use of the Deepfield Connect products of FoundersLane GmbH, Chausseestr. 111, 12051 Berlin ("FoundersLane", "we", "us") offered at www.new.deepfield-connect.com by the customer ("customer", "you", "your") (FoundersLane and customer in the following jointly "parties" and individually "party").

Preamble

FoundersLane offers its customers services for sensor-based monitoring of agricultural products, including the measurement of various physical quantities by means of a sensor system provided ("Deepfield Connect Hardware"), and the subsequent processing and provision ("Deepfield Connect Services") on servers ("Deepfield Connect Back-End"), as well as the presentation of measurement data for monitoring various agricultural products by means of application software for mobile devices ("Deepfield Connect App") (together "Deepfield Connect Product").

This being said, the parties agree as follows:

1 Part One: General Conditions

1.1 Area of application

1.1.1 FoundersLane offers the Deepfield Connect product exclusively on the basis of these general terms and conditions.

1.1.2 The Deepfield Connect Product is intended exclusively for entrepreneurs within the meaning of § 14 BGB.

1.1.3 Terms and conditions of the customer or third parties do not apply, even if FoundersLane does not separately contradict their validity in individual cases. Even if FoundersLane refers to a letter, which contains or refers to business conditions of the customer or a third party, this does not constitute an agreement with the validity of those business conditions.

1.1.4 Individual agreements made with the customer in individual cases (including collateral agreements, supplements and amendments) take precedence over these General Terms and Conditions in any case. For the content of such agreements a written contract or the written confirmation by FoundersLane is decisive.

1.1.5 Legally relevant declarations and notifications to be made by the customer to FoundersLane after conclusion of the contract (e.g. setting of deadlines, notifications of defects, other declarations) require text form (e.g. e-mail) to be effective.

 

1.2 Structure of these GTC

1.2.1 These General Terms and Conditions consist of four parts. This first part (General Conditions) contains general conditions for the Deepfield Connect Product as a whole. The second part (Terms and Conditions for Deepfield Connect Services) contains additional terms and conditions for the services provided by FoundersLane as part of the Deepfield Connect Product. The third part (Conditions for Deepfield Connect Hardware) contains additional conditions for the physical sensor systems provided by FoundersLane. The fourth part (Conditions for Deepfield Connect App / Deepfield Connect Backend) contains additional conditions for the use of the application software for mobile devices and access to the servers used for data processing.

1.2.2 The conditions of this first part also apply to all subsequent parts of these General Terms and Conditions. Parts two to four inclusive are placed separately next to each other. In the event of a conflict between this first part and one of the following parts, the conditions of parts two to four inclusive shall prevail.

 

1.3 General duties and obligations of the customer

1.3.1 The customer shall perform all necessary cooperative actions. In particular, he shall:

- keep access data, including the password, which enable him to monitor his measurement data, secret and not make them accessible to unauthorized third parties under any circumstances;

- immediately change any passwords assigned by FoundersLane into passwords known only to the customer;

- install the Deepfield Connect hardware according to the respective product description and regularly check the operational readiness;

- treat the Deepfield Connect hardware with care and, if necessary, maintain it according to the respective product description.

1.3.2 The customer is responsible for the creation of the technical requirements necessary in the customer's area of responsibility for the contractual use of the Deepfield Connect product (in particular the availability of a smartphone or tablet PC, web browser and internet access), including any costs incurred by the customer. Any advice in this regard is not part of our services.

1.3.3 The installation and maintenance of Deepfield Connect hardware on site is not part of the scope of services, but is the responsibility of the customer. This also includes the replacement of batteries, if necessary. The description of this can be found in the Asparagus Monitoring and Field Monitoring operating instructions.

 

1.4 Access to Deepfield Connect Services

To access Deepfield Connect Services and monitor your measurement data, you will need a Deepfield Connect user account. For further information, please refer to section 4.2 of the fourth part of these General Terms and Conditions.

 

1.5 Content protection

The content available through the Deepfield Connect product is predominantly protected by copyright, trademark, unfair competition or other proprietary rights and is owned by us, our customers or other third parties who have provided the content. You may use such content only in accordance with the terms of these Terms and Conditions.

 

1.6 Data protection and use of data

1.6.1 The quality standards of us and other service providers involved in the provision of the Deepfield Connect product include the responsible handling of your personal data (such data is hereinafter referred to as "personal data"). The personal data resulting from the registration for a Deepfield Connect user account as well as from its use is therefore only collected, stored and processed by us to the extent necessary for the contractual provision of services and permitted by law. We will treat the personal data confidentially and in accordance with the provisions of the applicable data protection law. The personal data will be kept by us for as long as you use Deepfield Connect Services. Afterwards we will delete your personal data from our system. For details please refer to our privacy policy.

1.6.2 The fee will be processed via the commissioned payment service provider.

1.6.3 FoundersLane stores and uses personal data in anonymous form or under user pseudonyms, in particular to develop applications, as well as to improve applications and to adapt them to the needs of the user.

1.6.4 FoundersLane reserves the right to evaluate the data anonymously and to publish them in the form of statistics on the platform as well as to use them otherwise.

1.6.5 The customer can object to the creation and use of pseudonymised user profiles under the contact addresses given in the privacy policy for revocation.

 

1.7 Withdrawal

1.7.1 The customer has the opportunity to test the Deepfield Connect product and its technical functionality, in particular the availability of sufficient telecommunication services, for a period of up to fourteen (14) days after delivery.

1.7.2 In the event of dissatisfaction, Customer may withdraw from the Deepfield Connect Product ordered within fourteen (14) days after delivery of the hardware. Withdrawal may be made in text form (e.g. by e-mail).

1.7.3 The Deepfield Connect hardware must be returned to FoundersLane within fourteen (14) days after the declared withdrawal. The customer bears the costs of the return.

1.7.4 The fee for the respective Deepfield Connect product will be refunded in full.

 

1.8 Contract period and termination

1.8.1 The agreement for the Deepfield Connect Asparagus Monitoring product is concluded for a term until the end of the calendar year (31 December) current at the time the agreement is concluded. After the end of this term, as well as after the end of each renewal, the term of the Deepfield Connect Asparagus Monitoring Agreement will be extended for another year (renewal), unless one of the parties terminates the agreement with a notice period of three (3) months to the end of the current calendar year. The contracts for all other Deepfield Connect products are concluded for a term of twelve (12) months and are automatically renewed at the end of this term and at the end of each renewal for a further twelve (12) months (renewal), unless one of the parties terminates the contract with three (3) months' notice to the end of the current term. FoundersLane reserves the right to terminate the current contract at any time with a period of notice of three (3) months to the end of a calendar month. Cancellations must be made in text form (e.g. by e-mail).

1.8.2 After termination of the contract for a Deepfield Connect product, the associated Deepfield Connect hardware must be returned to FoundersLane within fourteen (14) days. If FoundersLane does not receive the hardware, FoundersLane reserves the right to charge for it. The corresponding prices can be found in the respective product description in the Deepfield Connect webshop at www.new.deepfield-connect.com. The customer's access to the data of the cancelled Deepfield Connect product will be blocked.

1.8.3 If FoundersLane terminates the contract before the end of the term, prepaid fees will be refunded proportionally. If the cancellation is made by you, there will be no refund for the booked Deepfield Connect product neither proportionally nor in total.

1.8.4 Termination for good cause

The right to terminate for good cause remains unaffected for both parties. Such a reason exists for FoundersLane in particular if

- you repeatedly or seriously violate these terms and conditions;

- you do not activate your Deepfield Connect user account within 10 calendar days as described in section 4.2.3 of the fourth part of these Terms and Conditions;

- you provide false information during the ordering process described in Section 2.3 of the second part of these General Terms and Conditions;

- you provide false information during the registration process for your Deepfield Connect user account as described in Section 4.2 of Part 4 of these General Terms and Conditions;

- you are in default with the payment of an agreed fee for more than one month from the due date; or

- the conditions for a permanent suspension of your Deepfield Connect user account (see section 4.3.1 of the fourth part of these terms and conditions) are met.

 

1.9 Liability

1.9.1 The services offered by FoundersLane are an assistance system on which the customer may not rely to a significant extent. The interpretation of the measured values as well as selection and initiation of countermeasures are the responsibility of the customer.

1.9.2 FoundersLane is not liable for damages resulting from non-observance of the guidelines "Intended use of Deepfield Connect" enclosed with the product.

1.9.3 Otherwise the following applies:

- FoundersLane is liable for intent and gross negligence, also of its vicarious agents, according to the legal regulations. The same applies to negligently caused damages from injury to life, body or health or to claims under the Product Liability Act.

- In case of negligently caused material and financial damages, FoundersLane and its vicarious agents are only liable in case of violation of an essential contractual obligation, but the amount is limited to the damages foreseeable and typical for this type of contract at the time of conclusion of the contract; essential contractual obligations are those whose fulfilment characterizes the contract and on which the customer may rely ("cardinal obligation").

- Notwithstanding the regulation in indent 1, the liability of FoundersLane in case of a negligent violation of a cardinal obligation proven by the customer is limited in amount to a maximum liability sum of one thousand (1,000) Euro for all damage events falling within the same contractual year.

- If the maximum liability limit is not exhausted in one contract year, this does not increase the maximum liability limit for the following contract year. The first twelve months of the Agreement Year are the first twelve months after the first use of Deepfield Connect Services and each subsequent twelve-month period.

- The aforementioned liability limitations also apply in the event of the fault of a vicarious agent of the Provider as well as for the personal liability of employees, representatives and organs of the Provider.

- For telecommunication services, the limitations of liability according to § 44a TKG remain unaffected.

 

1.10 Changes

1.10.1 We may at any time propose changes and additions to the Deepfield Connect products, also with effect within the existing contractual relationships, in order to adapt the Deepfield Connect products to changed technical conditions or with regard to further developments of the Deepfield Connect App or technical progress, whereby the basic functionality of the Deepfield Connect product, to enable the evaluation of measurement data for certain agricultural products, is retained. In addition, we may at any time propose changes and amendments to these Terms and Conditions and to the use of personal data described in our Privacy Policy. You will be notified of the proposed changes and amendments by e-mail at least thirty (30) calendar days prior to the planned effective date of the changes and amendments. We waive the right to receive your declaration of acceptance. Unless you object within thirty (30) days of receipt of the notice and continue to use the Deepfield Connect product after the end of the objection period, the changes will be deemed to have been effectively agreed upon as of the end of the objection period. In the event of an objection, the contractual relationship will be continued under the previous conditions. In the event of an objection, we are entitled to terminate the contractual relationship without notice. There will be a pro-rata refund of the fees. In the notification of change you will be informed about your right of objection and the consequences.

1.10.2 In the event of changes in VAT, we shall be entitled to adjust the remuneration for the chargeable services in accordance with this change without the aforementioned right of objection.

 

1.11 Other provisions

1.11.1 Detailed information about us as operator of www.new.deepfield-connect.com can be found in our imprint.

1.11.2 If these General Terms and Conditions of Business refer to a written form requirement, this refers to the statutory written form requirement pursuant to § 126 (1) and (2) BGB (German Civil Code).

1.11.3 German law shall apply to the exclusion of German private international law and the UN Convention on Contracts for the International Sale of Goods.

1.11.4 If you are a merchant, the exclusive place of jurisdiction shall be Berlin. However, we are also entitled to take legal action at your place of business.

1.11.5 Should any provision of this contract be or become invalid or unenforceable, this shall not affect the validity of the remaining provisions.

 

2 Second part: Conditions for Deepfield Connect Services

2.1 Service Offer and Availability

2.1.1 Details of the necessary technical requirements as well as the scope of the services provided with the respective Deepfield Connect Services can be found in the product descriptions of Deepfield Connect products for the respective agricultural product at www.new.deepfield-connect.com.

2.1.2 For Deepfield Connect Services against payment, we guarantee an availability of 95.0% on an annual average within our area of responsibility. Not included in the calculation of availability are the regular maintenance windows of the Deepfield Connect Back-End, which are daily between UTC+1 0:00 and 4:00 o'clock.

 

2.2 Access to Deepfield Connect Services

2.2.1 The customer shall ensure to a reasonable extent that his access

access and use of Deepfield Connect Services is solely by him or by third parties authorized by the customer. If it is to be feared that unauthorized third parties have obtained or will obtain knowledge of the access data of the customer, the customer must inform FoundersLane immediately.

2.2.2 Access by unauthorized third parties to Deepfield Connect Services must be prevented by you by taking appropriate measures. This includes in particular the password-protected blocking of the user interfaces of the terminal equipment used.

 

2.3 Order and payment

2.3.1 FoundersLane makes the Deepfield Connect Services available to the customer against payment.

2.3.2 On the website www.new.deepfield-connect.com you can order Deepfield Connect Services for various agricultural products (e.g. asparagus). By clicking on the button "order subject to payment" you place a binding order for the respective Deepfield Connect Services. Before submitting an order, you have the opportunity to check your entry and correct any errors. The order can be placed in German, Spanish, French, Italian, Dutch and English. The receipt of the order will be confirmed immediately. The confirmation of receipt does not yet represent a binding acceptance of the order, but only serves as information that your order has been received. The contract is only concluded when an order confirmation is sent or when FoundersLane starts to provide services.

2.3.3 The amount of the fees is determined by the selected Deepfield Connect Services. Information on the available Deepfield Connect Services and fees can be found at www.new.deepfield-connect.com.

2.3.4 All fees incurred are subject to the applicable statutory value added tax.

2.3.5 Payment of the fee for the first billing period is due upon commencement of the agreement. Payments for subsequent performance periods shall be due annually at the beginning of the respective performance period.

2.3.6 You have various payment options. You shall make a corresponding selection during the ordering process. You will be forwarded to the page of our payment service provider.

2.3.7 In the case of returned direct debits for which the customer is responsible, FoundersLane charges 7.50 € per returned direct debit for the processing of arising costs, unless the customer proves that a damage did not occur at all or in a substantially lower amount.

2.3.8 We are entitled to send you the invoice exclusively by electronic means to the e-mail address you have deposited.

2.3.9 We shall be entitled to increase the agreed fees for the first time after the expiry of twelve (12) months after the conclusion of the contract with a written notice of three (3) months to the end of the month, however, up to a maximum of our list prices for comparable services generally applicable at the time of the notice. Text form is sufficient. Further increases of the fees can be demanded at the earliest at the end of twelve (12) months after the last price adjustment. You have the right to terminate the contractual relationship within a period of six (6) weeks from receipt of the announcement of a price adjustment, if the increase exceeds 5% of the last valid prices. If you make effective use of this possibility of termination, the contractual relationship shall end when the price adjustment takes effect.

 

2.4 Telecommunication connection

2.4.1 FoundersLane provides the customer with the telecommunication services of a third party provider necessary for the connection between the Deepfield Connect hardware and the Deepfield Connect back-end of FoundersLane. The telecommunication connection is spatially limited to the receiving and transmitting area of the operated mobile radio stations of the third party provider. If the mobile radio connection in the area of use is not sufficient to guarantee a stable data connection with the FoundersLane server, the customer can withdraw from the contract. Further claims of the customer due to the non-existence of the data connection do not exist. FoundersLane is not obliged to ensure at the conclusion of the contract that a sufficient data connection at the customer's site is possible.

 

2.5 Failure to perform

2.5.1 If FoundersLane does not provide the Deepfield Connect Services in accordance with the contract and is responsible for this (failure to perform), FoundersLane is obliged to provide the Deepfield Connect Services in whole or in part without additional costs for the customer within a reasonable period of time in accordance with the contract, unless this is only possible with disproportionate effort.

2.5.2 This obligation of FoundersLane only exists if the customer reprimands the failure to perform in writing and without delay, at the latest, however, within two weeks after knowledge. Text form is sufficient.

 

3 Part Three: Conditions for Deepfield Connect Hardware

3.1 FoundersLane provides the customer during the contract period with the Deepfield Connect hardware belonging to the ordered Deepfield Connect Services without charge.

3.2 Warranty

3.2.1 FoundersLane guarantees that the Deepfield Connect Hardware is free of material defects and defects of title at the time of the transfer of risk.

3.2.2 FoundersLane is only liable for damages caused by fraudulent concealment of a legal or material defect of the Deepfield Connect Hardware.

3.2.3 In the event of a defect of the Deepfield Connect Hardware FoundersLane will send the customer either individual replacement components by post or, at the option of FoundersLane, new Deepfield Connect Hardware. Defective components or Deepfield Connect Hardware will be returned to FoundersLane by the customer after receipt of the replacement components or new Deepfield Connect Hardware. FoundersLane bears the shipping costs.

 

3.3 Liability

3.3.1 FoundersLane is only liable to the client for intent and gross negligence.

3.3.2 Section 1.9 of the first part of these General Terms and Conditions does not apply to Deepfield Connect Hardware.

3.4 If the Customer is responsible for damage to or loss of Deepfield Connect Hardware, the Customer will be charged for the repair costs incurred or the replacement of Deepfield Connect Hardware and the shipping costs. The amount of the costs for the replacement of Deepfield Connect Hardware can be found in the respective product description.

 

4 Part Four: Conditions for Deepfield Connect App / Deepfield Connect Backend

4.1 General information

4.1.1 FoundersLane provides the Deepfield Connect App to the customer without charge.

4.1.2 For the use of Deepfield Connect App, separate terms of use may apply in addition to these General Terms and Conditions. In the event of a conflict between these Terms and Conditions and separate terms of use for Deepfield Connect App, the separate terms of use for Deepfield Connect App shall prevail.

4.1.3 The Hardware transmits data (e.g. measurement data from sensors, identification numbers, GPS coordinates) to the Deepfield Connect Back-End, where it is stored and processed. The processed data, and, depending on the Deepfield Connect product, possibly additional information, is made available to the customer via the Deepfield Connect App, which the customer must first install on a smart phone or tablet PC. FoundersLane will store the transmitted data for a period of 2 years. After this period they are deleted and are no longer available.

 

4.2 Registration for Deepfield Connect user account

4.2.1 In order to be able to log into the Deepfield Connect App and monitor your measurement data, you must register for a user account ("Deepfield Connect User Account"). Registration for a Deepfield Connect user account is free of charge. When you order a Deepfield Connect product, registration for a Deepfield Connect user account takes place during the ordering process. You can also register in the Deepfield Connect app without ordering a Deepfield Connect product.

4.2.2 During the registration process you will be asked to provide various information. If certain information is required during registration or when using the relevant Deepfield Connect product, this information must be complete and correct. If this information changes during the course of your use of the Deepfield Connect App, you must immediately correct your data in your personal settings. If costs arise due to incorrect information, you are obliged to reimburse these costs.

4.2.3 By sending us your registration data, you submit an offer to enter into a user relationship based on these General Terms and Conditions. Acceptance of the offer will be decided at our own discretion. If your registration is not confirmed by us within a reasonable period of time by e-mail to the e-mail address you have provided, you are no longer bound by your offer. If we accept your offer, you will receive an e-mail with a request to activate your Deepfield Connect user account ("confirmation e-mail") and an unlimited usage relationship based on these General Terms and Conditions will be established. To access your Deepfield Connect user account, you must activate it using the link contained in the confirmation email.

4.2.4 You can use your Deepfield Connect user account for various Deepfield Connect products.

 

4.3 Blocking your Deepfield Connect user account

4.3.1 We may, at our discretion, suspend or permanently suspend your Deepfield Connect user account if we have reasonable grounds to believe that you are or have been in breach of these Terms and Conditions and/or applicable law or if we have any other legitimate interest in doing so. In deciding to block your Deepfield Connect user account, we will give due consideration to your legitimate interests. If, despite notification, you repeatedly violate these Terms and Conditions, we reserve the right to permanently block your Deepfield Connect user account.

4.3.2 You will be notified by email if your Deepfield Connect user account is temporarily or permanently suspended.

4.3.3 In the event of a temporary suspension, your Deepfield Connect user account will be reactivated after the expiration of the suspension period or after the expiration of the last reason for the suspension and you will be notified by e-mail. A permanently blocked Deepfield Connect user account cannot be reactivated.

 

4.4 Term and termination of the user relationship

4.4.1 For the duration and termination of the user relationship for your Deepfield Connect user account, the provisions of the first part of these General Terms and Conditions apply accordingly (Part One: General Terms and Conditions, Section 1.8), unless otherwise stated in this Section 4.3.

4.4.2 If you use multiple Deepfield Connect products with your Deepfield Connect user account, you may continue to use your Deepfield Connect user account for Deepfield Connect products that have not been terminated. Please note that if your Deepfield Connect user account is terminated in full or if your Deepfield Connect user account is terminated prematurely, you will not be able to use any of your Deepfield Connect products without re-registering.

4.4.3 In the event of a complete termination of your Deepfield Connect user account, we are entitled to irretrievably delete any data arising from your Deepfield Connect user account within thirty (30) calendar days after the termination has become effective and after any statutory retention periods have expired. For personal data, the provisions on data protection (Part One: General Terms and Conditions, Section 1.6 of these General Terms and Conditions) apply with priority, which may also provide for a shorter period for deletion.

 

4.5 Release of Data

4.5.1 You have the possibility to release your measurement data via the Deepfield Connect App for other Deepfield Connect user accounts (e.g. for monitoring by employees) using an access code.

4.5.2 Before you share an access code via Deepfield Connect App, you will obtain the consent of the persons concerned.

4.5.3 You undertake not to share your measurement data with other persons in an unreasonable manner and without cause and not to place an unnecessary burden on the Deepfield Connect Back-End.

 

 

Status: November 2020